exhibit10_5.htm


    EXHIBIT
10.5


      EXHIBIT
C-2

      INCENTIVE
STOCK OPTION AGREEMENT

      ANALYSTS
INTERNATIONAL CORP.

      1999
STOCK OPTION PLAN

      


      
        	
                Parties:

              	
                Analysts
      International Corporation

                3601
      West 76th
      Street, Suite 600

                Minneapolis,
      MN  55435

              	
                (“Company”)

              
	 
      	 
      	 
      
	 
      	
                Michael
      W. Souders

              	
                (“Optionee”)

              
	
                Date:

              	
                June
      24, 2008

              	 
      


      

      


      1.               This
Incentive Stock Option Agreement is Exhibit C-2 to that certain Employment
Agreement between the Company and Optionee dated as of June 24, 2008 (the
“Employment Agreement”).

       

      2.               Analysts
International Corporation, a Minnesota corporation (the “Company”), pursuant to
the 1999 Stock Option Plan (the “Plan”), previously adopted by the Board of
Directors of the Company, and in consideration of the services to be rendered to
it by the undersigned, Michael Sounders (“Optionee”), hereby grants to the
Optionee an option to purchase 93,750 Common Shares of the Company and on the
terms and conditions hereinafter provided.  This is an Incentive Stock
Option.

       

      3.     The
option evidenced by this Agreement is granted pursuant to the Plan, a copy of
which Plan has been made available to Optionee and is hereby incorporated into
this Agreement.  This Agreement is subject to and in all respects
limited and conditioned as provided in the Plan.  The Plan governs
this option and, in the event of any questions as to the construction of this
Agreement or in the event of a conflict between the Plan and this Agreement, the
Plan shall govern, except as the Plan otherwise provides.

       

      4.     The
Optionee may exercise this option at any time after June 26, 2009, and prior to
June 27, 2018, subject to prior termination as provided in the Plan as
follows:

      


      
        	
                (a)

              	
                33
      1/3% (31,250) of said Common Shares after June 26,
2009;

              
	
                (b)

              	
                33
      1/3 % (31,250) of said Common Shares after June 26,
  2010;

              
	
                (c)

              	
                33
      1/3% (31,250) of said Common Shares after June 26,
  2011.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      5.               The option
price for all shares as to which this option shall be exercised shall be the
Fair Market Value of such shares on June 27, 2008.  For purposes this
Agreement, the Fair Market Value shall be defined as the closing price of the
Company’s Common Shares as reported on the NASDAQ Global Market.

      


      6.               In the event
of a Change in Control all options granted under this Agreement shall vest
immediately and be fully exercisable.  The Plan allows for the
Compensation Committee to accelerate the holding period to which an option is
otherwise subject, and the Committee has determined to allow for this
acceleration of the vesting schedule in the event of a Change in
Control.  Change in Control and Change in Control Termination for
purposes of this Agreement shall have the same meanings as set forth in Exhibit
A of the Employment Agreement, to which this Agreement is Exhibit
C-2.  In the event of a Change in Control Termination of Optionee,
Optionee will be allowed to exercise the option granted under this Agreement to
the extent Optoinee was entitled to exercise the option at the date of his or
her Change in Control Termination, within a period of three months following
such Change in Control Termination.

      


      7.               If, prior to
the expiration of this option, any shares then subject to this option shall be
affected by any recapitalization, merger, consolidation, reorganization, stock
dividend, stock split, or other change in capitalization affecting the present
Common Shares of the Company, then the number and kind of shares covered hereby
and the option price per share shall be appropriately adjusted by the Board of
Directors of the Company as it may deem to be necessary to prevent any inequity
which might otherwise result.  In the event of a merger or
consolidation of the Company into any other corporation, the surviving or
resulting corporation shall honor this option on a basis  equivalent
to the basis on which the issued and outstanding Common Shares of the Company
are exchanged in such merger or consolidation.

      


          IN WITNESS
WHEREOF, the parties hereto have caused this Incentive Stock Option Agreement
(1999 Stock Option Plan) to be duly executed and delivered as of the day and
year first above written.

       

      
        	
                ANALYSTS
      INTERNATIONAL CORPORATION

              	 
      	
                Michael
      W. Souders

              
	
                By:______________________________

                Date
      signed:______________________

              	 
      	
                ____________________________________

                Date
      signed: _________________________

              


      

       

      
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